Exhibit CCG-3, Page 1 WRITTEN DIRECT TESTIMONY of AUSTIN WONG 2010-2013 Cable Royalty Distribution Proceeding Docket No. 14-CRB

Electronically Filed Exhibit 4008 (CCG Wong Direct), Page 1 Docket: 14-CRB-0010-CD (2010-2013) Docket No. 14-CRB-0010-CD Filing Date: 02/12/2018 06:37:01 PM EST

WRITTEN DIRECT TESTIMONY OF AUSTIN WONG 2010‐2013 Cable Royalty Distribution Proceeding Docket No. 14‐CRB‐0010‐CD (2010‐2013)

1. INTRODUCTION

Professional Experience

My name is Austin Wong of Toronto, Ontario. I was called to the Ontario Bar in 1998, and have been an entertainment lawyer since 1999. I have worked at media companies such as Alliance Atlantis, Lionsgate Films, Rhombus Media, and I am now Director of Legal & Business Affairs for DHX Media. I was also a producer of the feature film This Movie is Broken, and was Associate Producer for such feature films as Fernando Meirelles' Blindness, starring Julianne Moore and Mark Ruffalo.

I have specialized in entertainment law throughout my entire career, handing all legal aspects of development, financing, production and distribution.

Responsibilities at DHX Media

Since 2011, I have served as Director, Legal & Business Affairs for DHX Media. I am involved in many different TV and film projects at all different stages, from development to production and distribution.

My responsibilities include:

• drafting and/or negotiating all production agreements for television productions, including all talent and key creative agreements, music licenses, clearances, and insurance documentation, broadcaster agreements, and bank financing agreements (such as credit facility offer letters and security documentation);

• advising on union issues, including Alliance of Canadian Cinema, Television and Radio Artists (ACTRA), Directors Guild of Canada (DGC), Writers Guild of Canada (WGC);

• preparing and negotiating acquisition and co‐development agreements for new properties to be added to our development slate;

Exhibit CCG‐3, Page 1 Exhibit 4008 (CCG Wong Direct), Page 2 Docket No. 14-CRB-0010-CD

• reviewing and making notes on development creative materials for clearance and insurance purposes;

• overseeing applications to funding agencies such as Telefilm, Canada Media Fund (CMF), Harold Greenberg Fund, and Rogers Cable Fund;

• ensuring compliance with Telefilm Canada’s policies for international treaty co‐ productions;

• advising on internet issues, including YouTube content identification, management and user‐generated‐content issues;

• handling all legal issues relating to music, both synch and merchandising uses and distribution of audio only content;

• liaising with external counsel on miscellaneous legal issues, such as litigation.

2. ABOUT DHX MEDIA LTD.

DHX Media Ltd. (“DHX,” “DHX Media,” or the “Company”) was formed in 2006 by the merger of Decode Entertainment and the Halifax Film Company. The DHX moniker abbreviates “Decode Halifax.”

In 2012, DHX acquired Cookie Jar Entertainment, owners of popular kid shows as Caillou, Johnny Test, Inspector Gadget and The Doodlebops. The $111 million deal added nearly 6,000 half‐hour episodes to the library of 2,550 episodes which DHX already owned, giving the company ownership of a vast independent library of kids and family content. Its number of half‐ hours has since grown to more than 11,800.

In 2013, DHX became a broadcaster as well, with a $170 million acquisition of four kids‐focused channels: Family, Disney Junior (English and French) and Disney XD. DHX re‐branded Disney Junior English to Family Jr. and Disney Jr. French to Télémagino and Disney XD to Family Chrgd.

In 2014, the Company paid $33 million for Epitome Pictures, producer of the long‐running Degrassi television property and owner of a 100,000‐square‐foot Toronto studio facility. The teen‐drama series premiered in 1979, and has become a Canadian television institution, remaining on‐air in different versions since its premiere, and continuing today as Degrassi: Next Class, which is in its second season on DHX’s Family Channel F2N teen block, with Netflix picking up worldwide SVOD rights.

Exhibit CCG‐3, Page 2 Exhibit 4008 (CCG Wong Direct), Page 3 Docket No. 14-CRB-0010-CD

Headquartered in Canada, DHX has offices in 15 cities globally, and is listed on the Toronto Stock Exchange (DHX.A and DHX.B) and the NASDAQ Global Select Market (DHXM). Leveraging a library of more than 11,800 half‐hours of content, the Company’s distribution arm, DHX Distribution, is a leading provider of content to major broadcasters, streaming platforms, on‐ demand services, and home entertainment companies worldwide. With a team of eight sales executives in Toronto, Los Angeles, Paris and Beijing, and a Toronto‐based support team dedicated to providing the best in client services, digital services and library services, DHX Distribution is a key provider of children’s content to the global market.

Exhibit CCG‐3‐A (Our Pedigree) illustrates the progression of DHX over the last ten years.

DHX boasts such internationally recognized brands as Teletubbies, Yo Gabba Gabba!, Caillou, In the Night Garden, Inspector Gadget, Make It Pop, Slugterra and the multiple award‐winning Degrassi franchise. As a content producer and owner of intellectual property, DHX delivers shows that children love, licensing its content to major broadcasters and streaming services worldwide.

Exhibit CCG‐3‐B (Our Brands) provides a graphic image of many of these brands and notes some of their recent successes.

DHX has always been a force in both production and distribution, ensuring that its proprietary content is given the maximum global exposure. But it also services other company’s animated shows, including My Little Pony: Friendship Is Magic, Transformers: Rescue Bots and Littlest Pet Shop for Hasbro Studios and The Mr. Peabody & Sherman Show for DreamWorks Animation.

DHX’s robust consumer products program generates royalties from merchandise based on its much‐loved children’s brands.

Exhibit CCG‐3‐C (Our Customers) shows where we license our productions. DHX has licensed programming in many countries across six continents.

3. A SELECTION OF DHX PRODUCED OR DISTRIBUTED SHOWS THAT WERE BROADCAST IN CANADA

The following are descriptions of some DHX produced or distributed shows that were broadcast on Canadian over‐the‐air stations (between 2010 and 2013), and retransmitted in the United States:

Exhibit CCG‐3, Page 3 Exhibit 4008 (CCG Wong Direct), Page 4 Docket No. 14-CRB-0010-CD

Animal Mechanicals – animated series for children Animal Mechanicals is produced by DHX Media and broadcast on CBC Television Canada in the Kids' CBC programming block. It was also broadcast in the United Kingdom on the Playhouse Disney channel, Discovery Kids Latin America, and TG4 in Ireland.

Bo On The GO! – animated series for children Bo On The GO! is produced by DHX Media and broadcast in Canada on CBC Television in the Kids' CBC programming block. It is currently broadcast on 17 broadcasters around the world, in over 12 languages, including Spanish, French, Italian, Greek, Arabic, Thai, Finnish, Hebrew, Portuguese, Turkish and Gaelic.

Busytown Mysteries – animated series for children Busytown Mysteries, also known as Hurray for Huckle!, is a Canadian animated television series created by DHX Media. Currently the series airs in Canada as part of the Kids' CBC block and used to air on Tiny Pop channel in the UK and in the United States as part of the Cookie Jar TV block on CBS. Busytown was the Domestic Animated Television Series Music Award winner in 2010 at the SOCAN awards.

Dirtgirlworld – animated series for children Dirtgirlworld, is an Australian‐Canadian co‐produced children's television series. The show was co‐produced by Mememe Productions (Australia) and DHX Media (Canada). It was commissioned by CBeebies, the Canadian Broadcasting Corporation (CBC) and the Australian Broadcasting Corporation (ABC). Dirtgirlworld received the Interactive Production of the Year Award at the 2013 Screen Producers Australia Awards.

The Doodlebops– live action series for children The Doodlebops is a Canadian television series. The series aired on CBC in Canada in the Kids' CBC morning broadcast programming schedule, on Playhouse Disney (UK) and Tiny Pop in the UK, and on Starz Kids & Family in the USA.

Guard, The – live action series for adults The Guard is a live action drama about four Coast Guard members stationed at Port Hallet, trying to juggle their personal and professional lives. Action‐packed and full of drama, this series illustrates the hazards the men and women of the Coast Guard face every day.

Lassie – live action series for children Lassie is a Canadian television series which is a modified remake of the original Lassie series (1954–1973) about a boy and his faithful dog.

Exhibit CCG‐3, Page 4 Exhibit 4008 (CCG Wong Direct), Page 5 Docket No. 14-CRB-0010-CD

Magi‐Nation – animated series for children Magi‐Nation is a Canadian‐Korean animated television series based on the card game Magi Nation Duel. The series was co‐produced by Daewon Media and DHX Media, in association with CBC Television Canada.

Margaret’s Museum – live action film for adults Margaret's Museum is a critically acclaimed 1995 British‐Canadian dark film drama, directed by Mort Ransen and based on Sheldon Currie's novel The Glace Bay Miners' Museum.

Mighty Jungle, The – live action puppet series for children The Mighty Jungle is a puppet series for preschoolers created by Jeff Rosen and Jason Hopley. It is produced by DHX Media in association with CBC Television. The program is broadcast in Canada on CBC Television, and in the United States on Sprout.

Monster Math Squad – animated series for children Monster Math Squad is a Canadian CGI animated series, created by Jeff Rosen and produced by DHX Media for CBC Television. Monster Math Squad is broadcast internationally on JimJam Poland, HOP! Channel Israel, Discovery Latin America, and Netflix. Monster Math Squad was nominated for a Canadian Screen Award in 2013.

Pirates: Adventures in Art – animated series for children Pirates: Adventures in Art is a Canadian animated children's television show produced by DHX Media. The series runs on CBC Television in Canada. The series is also on Discovery Kids in Latin America.

Poko – animated series for children Poko is a stop motion TV series produced in Canada by DHX Media and created by Jeff Rosen. Poko is broadcast in Canada on CBC Television in the Kids' CBC programming block. The show was awarded the 2004 Gemini for Best Pre‐school Program in 2004 and the Alliance for Children & Television (ACT) Grand Prize in 2007.

The Save‐Ums – animated series for children The Save‐Ums is a Canadian CGI animated television series produced by DHX Media. The series premiered on CBC Television as part of the Kids' CBC programming block on March 11, 2003. The series aired on Family Jr Canada, Discovery Kids US, Channel 5 UK, ABC Television Australia, Discovery Kids Mexico, Brazil and Latin America, and TiJi in France.

Shake Hands with the Devil – live action film for adults This feature film tells the story of General Romeo Dallaire's frustrated efforts to stop the madness of the Rwandan Genocide, despite the complete indifference of his superiors.

Exhibit CCG‐3, Page 5 Exhibit 4008 (CCG Wong Direct), Page 6 Docket No. 14-CRB-0010-CD

This Hour Has 22‐Minutes – live action series for adults This Hour Has 22 Minutes is a weekly Canadian television comedy that airs on CBC Television. Launched in 1993 during Canada's 35th general election, the show focuses on Canadian politics, combining news parody, sketch comedy and satirical editorials. Recognized with 24 Gemini Awards and 11 Canadian Comedy Awards, 22 Minutes is broadcast on the CBC Television network. It is taped before a live audience in Studio 1 at CBHT in Halifax, Nova Scotia.

Exhibit CCG‐3‐D is a DVD that contains short clips from many of the productions listed above. There is also a printed content log that names the productions.

5. ROYALTIES ARE AN IMPORTANT PART OF TELEVISION PRODUCTION FINANCING As is the case with many Canadian production companies, DHX generally does not have the budget of a television series fully financed before it commences production. Licenses from Canadian broadcasters cover only a percentage of the budget. The balance of the financing usually consists of government subsidies (called tax credits), grants from industry funds, equity financing, pre‐sales, and most often a distribution advance from DHX against anticipated sales interim financed by a bank. DHX is a growing Canadian business that produces well‐received programming that is enjoyed by kids and adults around the world. DHX needs to exploit revenue from its intellectual property from all sources to repay distribution advances and allow further investment in television properties. It is important to derive revenue from every source available whether it be major broadcasters, modest licenses in small territories or royalties payable on account of the exploitation of its catalogue.

6. CONCLUSION

DHX produces a broad range of programming for children and families that has been licensed successfully in countries throughout the world. DHX programming is a valuable component of Canadian television programming. For that reason, when those Canadian stations are retransmitted in the US, American audiences gain access to the unique and valuable DHX programming content that is the life blood of our business.

Exhibit CCG‐3, Page 6 Exhibit 4008 (CCG Wong Direct), Page 7 Docket No. 14-CRB-0010-CD

DECLARATION OF AUSTIN WONG

I, Austin Wong, declare under penalty of perjury under the laws of the United States of America that the foregoing written testimony prepared for submission by the Canadian Claimants Group to the Copyright Royalty Judges is true and correct.

Executed in Toronto, Ontario on Exhibit 4008 (CCG Wong Direct), Page 8 Docket No. 14-CRB-0010-CD Exhibit 4008 (CCG Wong Direct), Page 9 Docket No. 14-CRB-0010-CD

EXHIBIT CCG-3-A

DHX MEDIA – OUR PEDIGREE

Exhibit 4008 (CCG Wong Direct), Page 10 Docket No. 14-CRB-0010-CD Exhibit 4008 (CCG Wong Direct), Page 11 Docket No. 14-CRB-0010-CD OUR PEDIGREE

2016

2014 CELEBRATING bb10 2014 YEARS! WORLD’S LARGEST bb INDEPENDENT KIDS’ LIBRARY 2014 151bb title 2014 library bb 2013 bb 2012 bb 2010 bb 2007 bb 2006 bb . Household-name brands bb . 11,500+ half hours . Global footprint

+ Exhibit CCG-3-A Exhibit 4008 (CCG Wong Direct), Page 12 Docket No. 14-CRB-0010-CD Exhibit 4008 (CCG Wong Direct), Page 13 Docket No. 14-CRB-0010-CD

EXHIBIT CCG-3-B

DHX MEDIA – OUR BRANDS

Exhibit 4008 (CCG Wong Direct), Page 14 Docket No. 14-CRB-0010-CD Exhibit 4008 (CCG Wong Direct), Page 15 Docket No. 14-CRB-0010-CD DHX BRANDS

CREATING GLOBAL BRANDS THAT CAPTIVATE AND INSPIRE

Global phenomenon, new series premiered on CBeebies fall 2015, to follow internationally in 2016. Nickelodeon's #1 show with Girls 6 – 11 in premiere month. Season 2 premiered January 2016. Pop culture hit featured on Jimmy Kimmel and Top Chef; top-ranked on Nick Jr; sold-out Live Tours. CBeebies UK top-rated show with 12 million books sold worldwide and over 250,000 app downloads. Celebrated 25th anniversary in 2015! TV series airs in 50 countries; books published in 40 countries. Top-rated on Disney XD & free TV worldwide; 2 million game downloads; #1 app in 19 countries. New from Anne Wood, creator of Teletubbies. Top- rated on Cbeebies. Global toy and publishing partners.

Exhibit CCG-3-B Exhibit 4008 (CCG Wong Direct), Page 16 Docket No. 14-CRB-0010-CD Exhibit 4008 (CCG Wong Direct), Page 17 Docket No. 14-CRB-0010-CD

EXHIBIT CCG-3-C

DHX MEDIA – OUR CUSTOMERS

Exhibit 4008 (CCG Wong Direct), Page 18 Docket No. 14-CRB-0010-CD Exhibit 4008 (CCG Wong Direct), Page 19 Docket No. 14-CRB-0010-CD OUR CUSTOMERS

MORE THAN 300 CUSTOMERS WORLDWIDE Exhibit CCG-3-C Exhibit 4008 (CCG Wong Direct), Page 20 Docket No. 14-CRB-0010-CD Exhibit 4008 (CCG Wong Direct), Page 21 Docket No. 14-CRB-0010-CD

EXHIBIT CCG-3-D

DHX MEDIA VIDEO - CONTENT LOG

(SEE ATTACHED DVD) Exhibit 4008 (CCG Wong Direct), Page 22 Docket No. 14-CRB-0010-CD Exhibit 4008 (CCG Wong Direct), Page 23 Docket No. 14-CRB-0010-CD

DHX MEDIA VIDEO – CONTENT LOG Duration: 3:00

Productions Shown

Pirates: Adventures in Art Bo On The Go Hurray For Huckle! (also called Busytown Mysteries) Dirtgirlworld The Doodlebops Monster Math Squad Animal Mechanicals The Save-Ums!

Exhibit CCG-3-D Certificate of Service

I hereby certify that on Monday, February 12, 2018 I provided a true and correct copy of the Proposed Hearing Exhibit Written Direct Testimony of Austin Wong, dated 12/22/2016 to the following:

MPAA-represented Program Suppliers, represented by Lucy H Plovnick served via Electronic Service at [email protected]

American Society of Composers, Authors and Publishers (ASCAP), represented by Sam Mosenkis served via Electronic Service at [email protected]

Spanish Language Producers, represented by Brian D Boydston served via Electronic Service at [email protected]

Broadcast Music, Inc. (BMI), represented by Joseph DiMona served via Electronic Service at [email protected]

Joint Sports Claimants, represented by Michael S Laane served via Electronic Service at [email protected]

National Public Radio, Inc. (NPR), represented by Gregory A Lewis served via Electronic Service at [email protected]

Multigroup Claimants, represented by Brian D Boydston served via Electronic Service at [email protected]

SESAC, Inc., represented by Christos P Badavas served via Electronic Service at [email protected]

Devotional Claimants, represented by Jessica T Nyman served via Electronic Service at [email protected]

National Association of Broadcasters (NAB), represented by John Stewart served via Electronic Service at [email protected]

Public Broadcasting Service (PBS), represented by Lindsey L. Tonsager served via Electronic Service at [email protected] Signed: /s/ Lawrence K Satterfield